This document has been prepared by Brean Capital, LLC (“Brean”). This document is provided solely to you and at your specific request. In consideration of Brean providing you with this document, you hereby acknowledge and agree to the following terms and conditions:
The Information represents our view as of the date hereof and is subject to change and/or withdrawal at any time without notice. The Information may be based on (a) data that may no longer be current, (b) estimates that may involve highly subjective assessments and (c) models that may change from time to time and be different from the assumptions and models used by other persons.
The Information: (a) may not necessarily reflect Brean internal books and records or its theoretical valuation models and may not reflect reserves and other adjustments made to model valuations in its internal books and records; (b) may not contain all factors that may affect Brean own valuation of the security described herein; (c) does not imply firm bids or offers, or actual traded levels (if any); (d) may vary significantly from valuation levels available from other sources; and (e) does not imply a theoretical liquidation value.
The Information may not take into account position size, market volatility, risk of counterparty default, liquidity or other conditions. It may differ significantly from prices at which the security referred to herein could be or could have been purchased or sold in any market or from or to any person. The polling of dealers was not necessarily conducted in connection with determining the Information.
The Information is not intended as an indicative price or quotation and the actual market price of the security referred to herein can only be determined when and if executed in the market. Consequently, the Information may not reflect hedging and transaction costs, credit considerations, market liquidity or bid-offer spreads. Brean does not guarantee the accuracy, reliability or completeness of the Information (including any assumptions, modeling or back-testing used to develop such Information), which may have been developed based upon trade and statistical services or other third party sources. Any data on past performance, modeling or back-testing contained herein is no indication as to future performance.
The Information herein is not intended to be an offer or solicitation for the purchase or sale of any security, and is provided for reference purposes only. The Information should not be the basis for determining the value of any security or in making any decision to buy, sell or hold a security.
The Information does not imply that a market exists for any security referred to herein. Any such market that may have existed may not continue to exist. In addition, any sale of the security referred to herein in an adverse market or a distressed or forced sale could result in proceeds that are far less than the estimated price or indicative valuation provided.
The Information is illustrative. It is not intended to predict actual results, which may differ substantially from those reflected in the Information, and no assurances are given with respect thereto. Brean does not represent that any Information in this document directly correlates with values which could actually be achieved now or in the future. The value of any investment may fluctuate as a result of market changes.
The Information may address only certain aspects of the relevant security’s characteristics and, therefore, may not provide a complete assessment. As such, the Information may not reflect the impact of all structural characteristics of the security referred to herein, including call events and cash flow priorities at all prepayment speeds and/or interest rates. You should consider whether the behavior of the security referred to herein should be tested at assumptions different from those applicable to the Information. The assumptions underlying the Information, including structure and collateral, may be modified from time to time by Brean, in its sole discretion, to reflect changed circumstances or for any other reason. Any decision to buy, sell or hold the security should be based on your assessment of the value of the security, and not on the Information.
The transaction to which the relevant security relates may include certain fees (including structuring and placement fees) paid and/or payable to Brean and other transactions costs paid and/or payable by Brean, each of which may adversely affect the value of the security.
This document has not been prepared in accordance with the standards and practice of any professional body in any jurisdiction and does not, and is not intended to, constitute an accounting, legal or tax opinion from Brean. You acknowledge that: (a) Brean has not advised you as to the appropriateness of any particular use of the Information including in connection with internal financial accounting determinations or in satisfaction of reporting obligations; and (b) you should consult with your auditors and other advisors you deem appropriate as to whether the Information may be useful to you in connection with the preparation of your financial statements (and, in particular, whether and to what extent the Information may be treated as being indicative of prices at which trades could be executed) or for any other purpose.
Neither you nor your affiliates or advisers or any other person may rely on the Information. Brean does not, through this document or the views expressed herein, owe or accept any responsibility or liability to you or your affiliates or your advisers or any other person, whether in contract or in tort or howsoever otherwise arising, including the use of this document in the preparation of your own financial books and records, and shall have no responsibility or liability to you or your affiliates or advisers or any other person for any loss or damage suffered or costs or expenses incurred (whether direct or consequential) by any person arising out of or in connection with the provision of this document to you, however the loss or damage is caused or the costs or expenses are incurred.
Brean shall not be a fiduciary or advisor unless it has agreed in writing to receive compensation specifically to act in such capacities. Brean, its affiliates and the individuals associated therewith: (a) may (in various capacities) have positions or deal in transactions or securities (or related derivatives) identical or similar to those described herein; (b) may provide advisory, banking or underwriting services to the issuers of such securities; and (iii) may have participated in the issuance of the security described herein.
We have no obligation to continue to provide you with the Information. We may cease doing so at any time in our sole and absolute discretion.
This document is confidential, and no part of it may be reproduced, distributed or transmitted without the prior written permission of BRC.
Brean Capital, LLC is a registered U.S. Broker Dealer, member of SIPC, FINRA and licensed with various state securities regulatory authorities.